<SEC-DOCUMENT>0001299933-13-002058.txt : 20131121
<SEC-HEADER>0001299933-13-002058.hdr.sgml : 20131121
<ACCEPTANCE-DATETIME>20131121164426
ACCESSION NUMBER:		0001299933-13-002058
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20131119
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20131121
DATE AS OF CHANGE:		20131121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARINEMAX INC
		CENTRAL INDEX KEY:			0001057060
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-AUTO & HOME SUPPLY STORES [5531]
		IRS NUMBER:				593496957
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14173
		FILM NUMBER:		131235835

	BUSINESS ADDRESS:	
		STREET 1:		18167 US 19 N
		STREET 2:		SUITE 499
		CITY:			CLEARWATER
		STATE:			FL
		ZIP:			33764
		BUSINESS PHONE:		8135311700

	MAIL ADDRESS:	
		STREET 1:		18167 US 19 N
		STREET 2:		SUITE 499
		CITY:			CLEARWATER
		STATE:			FL
		ZIP:			33764
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_48873.htm
<DESCRIPTION>LIVE FILING
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<TITLE> MarineMax, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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<BR>
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	November 19, 2013
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	MarineMax, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	&nbsp;
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	Delaware
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	1-14173
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	59-3496957
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	&nbsp;&nbsp;
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	18167 U.S. Highway 19 North, Suite 300, Clearwater, Florida
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	&nbsp;
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	33764
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	727-531-1700
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<B>
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
</B>
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<P ALIGN="LEFT">
<FONT SIZE="2">
On November 19, 2013, Mr. Kurt M. Frahn, Vice President of Finance, Chief Accounting Officer and Treasurer of MarineMax, Inc. (the "Company"), announced his resignation from the Company, effective as of December 10, 2013, in order to pursue another opportunity. Mr. Frahn has agreed to consult with the Company for a period of one-year on an as needed basis. A copy of the Consulting Agreement is furnished as Exhibit 10.1 hereto and is incorporated herein by reference.<br><br>Mr. Frahn&#x2019;s principal duties with be assumed by Mr. Michael H. McLamb, the Company&#x2019;s Executive Vice President and Chief Financial Officer, and others already with the Company. <br><br>The Company wishes to express its appreciation to Mr. Frahn for his nearly 16 years of dedicated service to the Company and wishes him well in the future. <br>
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<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
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<FONT SIZE="2">
Consulting Agreement, dated November 19, 2013, by and between the Company and Kurt M. Frahn.
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<B>
	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	MarineMax, Inc.
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	&nbsp;&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	November 21, 2013
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	&nbsp;
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<I>
	By:
</I>
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	&nbsp;
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<I>
	/s/ Michael H. McLamb
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<BR>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	Name: Michael H. McLamb
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	&nbsp;
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<I>
	Title: Executive Vice President, Chief Financial Officer and Secretary
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	10.1
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	&nbsp;
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Consulting Agreement, dated November 19, 2013, by and between the Company and Kurt M. Frahn.
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<TYPE>EX-10.1
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<FILENAME>exhibit1.htm
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 8pt"><B>Exhibit&nbsp;10.1</B></FONT>



<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt">November&nbsp;19, 2013<BR>
Re: Separation from Employment</FONT>



<P align="left" style="font-size: 12pt">Mr.&nbsp;Kurt Frahn
<BR>
1243 Lagoon Rd.
<BR>
Tarpon Springs, FL 34689


<P align="left" style="font-size: 12pt">Dear Kurt,


<P align="left" style="font-size: 12pt">In accordance with your resignation, this letter agreement and release (&#147;Agreement&#148;) contains all
understandings between us with respect to your employment and separation from employment with
MarineMax, Inc. and MarineMax Services, Inc. (referred to throughout this Agreement individually
and collectively as &#147;Employer&#148; or &#147;Company&#148;). You may be referred to throughout this Agreement as
&#147;you&#148; or &#147;Employee&#148;). By signing this Agreement and attached Release, as hereinafter defined, you
are resolving any and all issues and claims related to your employment at Employer and your
separation from such employment. There are no other written or oral agreements regarding your
separation from employment at Employer aside from what is written in this Agreement and Release.


<P align="left" style="font-size: 12pt">Your last day of employment with Employer will be December&nbsp;10, 2013 (&#147;Separation Date&#148;). You will
be paid your current salary and any other earned bonuses as of such date through your Separation
Date provided that you remain an employee in good standing during such time. Thereafter, you will
serve as a consultant to MarineMax for a period of twelve (12)&nbsp;months ending on December&nbsp;10, 2014.
In consideration for the representations and promises set forth in this Agreement, Employer agrees
to pay you the amount of One Hundred Thirty-Five Thousand and No/100 Dollars ($135,000.00), minus
all applicable customary withholdings and deductions if any, in monthly installments on or about
the tenth (10<sup>th</sup>) of each month over the twelve (12)&nbsp;month consulting period during which
period you will be providing services not to exceed 20% of the average level of services provided
during the 36&nbsp;months of employment immediately preceding the Separation Date. Additionally, during
this twelve (12)&nbsp;month consulting period, any options to purchase common stock of the Company held
by you will continue to be vest and will be exercisable pursuant to the terms of the relevant
agreements to the extent that such vesting or exercise will not cause you to be subject to any
excise tax under Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;),
notwithstanding your separation from employment. All restricted stock and/or restricted stock
units (or comparable forms of equity compensation, if any) held by you, will continue to vest and
will not be subject to any risk of forfeiture or repurchase for twelve (12)&nbsp;months following your
Separation Date.


<P align="left" style="font-size: 12pt">You will also receive information on eligibility for conversion of benefits, and any other
appropriate documents pertaining to your separation from employment so that you may elect COBRA
medical and/or dental continuation coverage. You will also receive information regarding your
options for a lump sum distribution or direct rollover of your 401(k) account, if applicable. You
agree that no other benefits or monies are owed to you or will be paid to you arising out of your
employment at Employer, including without limitation, pursuant to the Severance Policy for Key
Executives dated November&nbsp;27, 2012.


<P align="left" style="font-size: 12pt">You further agree that as consideration for Employer entering into this Agreement and as a
condition precedent to the receipt of the consideration described herein, you must remain an
employee in good standing until the Separation Date and you will execute and deliver to Employer a
second release and covenant not to sue in the form attached hereto as Exhibit&nbsp;A (the &#147;Release&#148;) on
or after the Separation Date. The payment schedule described above will not be affected by the
date the Release is signed by you.


<P align="left" style="font-size: 12pt">In consideration for the above, you agree to release and discharge Employer, its shareholders, any
related companies, affiliates, successors and assigns, and their respective directors, officers,
employees and agents, insurers, benefit plans (including any pension or profit-sharing, savings,
health, trusts or other benefit plans of any nature) as well as the plans&#146; respective trustees and
administrators (&#147;Releasees&#148;) from any and all causes of action, suits, claims, obligations,
promises, administrative actions, complaints and demands, whatsoever, whether known or unknown, in
law or in equity, that you or any other person on your behalf ever had, has, or may have as of the
date you sign this Agreement (the &#147;Released Claims&#148;). The Released Claims include, but are not
limited to, any rights or claims you may have under Title VII of the Civil Rights Act of 1964, the
American with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical
Leave Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, the Older Workers Benefit Protection Act (&#147;OWBPA&#148;) and any other federal, state or
local laws, ordinances or regulations pertaining to employment (including laws relating to
harassment, discrimination or retaliation/whistleblowing), employee benefits or compensation; and
any common law claims for wrongful discharge, breach of contract or implied contract, or bad
faith/unfair dealings. However, the Released Claims do not include: (i)&nbsp;any claims arising out of
or related to events occurring after you sign this Agreement; (ii)&nbsp;any claims for vested benefits
under any Employer benefit plan; (iii)&nbsp;any claims which by law cannot be released by you and
(iv)&nbsp;any claims related to Employer&#146;s performance under this Agreement.


<P align="left" style="font-size: 12pt">You understand and acknowledge that various federal, state and local laws, provide you with the
right to bring actions against Employer if, among other things, you believe you have been
discriminated against or harassed on the basis of race, ancestry, color, age, religion, sex,
national origin, disability, sexual orientation, veterans&#146; status or benefit eligibility or if you
have been subject to retaliation for complaining of discrimination/harassment. With full
understanding of the rights afforded under those laws, you state that you have not filed any such
claims against Employer, you agree that you will not file any action in the future against
Releasees based upon any alleged violation of these Acts or based on any other theory of law.
Further, you waive any rights to assert a claim for relief available under those laws or under any
other theory of law or statute, including, but not limited to, back pay, front pay, attorneys&#146;
fees, damages, interest, waiting time penalties, reinstatement, or injunctive relief. This
Agreement will not preclude you from filing a lawsuit to enforce this Agreement or to file a charge
of discrimination with a federal, state or local civil agency (but you agree to waive any right to
any monetary recovery if such an agency successfully pursues any claim on your behalf). If,
contrary to this Agreement, you initiate any type of legal action, except as provided herein, this
Agreement shall serve as a complete bar to any such action, and you agree to pay any and all costs
involved, including attorneys&#146; fees, for both yourself and the Employer, at all levels of
proceedings.


<P align="left" style="font-size: 12pt">By signing below, you acknowledge that this Agreement provides you with severance benefits in
addition to those to which you would otherwise be entitled.


<P align="left" style="font-size: 12pt">Employer, by entering into this Agreement, does not admit and expressly denies any liability to you
except for the obligations set forth in this Agreement.


<P align="left" style="font-size: 12pt">You acknowledge and agree that you will continue to be bound by the Confidentiality and
Non-solicitation Agreement executed by you on April&nbsp;20, 1999, in accordance with the terms and time
period stated therein. Further, you agree not to disclose any confidential or proprietary
information and, not later than the Separation Date, you will return all such information along
with any Employer materials you obtained in the course of your employment, including originals and
any copies, along with any other items of Employer property in your possession, including but not
limited to, access cards, cellular telephones, beepers, computers, and keys. For purposes of this
Agreement, &#147;confidential or proprietary information&#148; means the identity of Employer&#146;s customers,
information regarding Employer&#146;s customers, including but not limited to customer lists, methods of
doing business, marketing and promotion of Employers&#146; business, and any information disclosed to
you or known by you as a consequence of or through your employment by Employer (including
information conceived, originated, discovered or developed by you or Employer) during your
employment with Employer or its business or predecessor business. Additionally, &#147;confidential or
proprietary information&#148; shall include the discussions between us with respect to your employment,
separation from employment and this Agreement. To the extent that there is any conflict between
the terms of this Agreement and the Confidentiality and Non-solicitation Agreement, the conflict
will be resolved so as to provide the greatest protection to Employer.


<P align="left" style="font-size: 12pt">You agree that you will not at any time disparage Employer, its current and former directors,
officers or employees in any manner. You agree that you will not, directly or indirectly, make
negative statements or comments in any form, manner or medium about Employer or its current or
former officers, directors or employees orally, in writing or in any other manner (such as through
the use of emails, blogs, photographs, social media (e.g., Facebook or Twitter), or any other
electronic or web-based media) and that in the future you will not engage in such conduct.


<P align="left" style="font-size: 12pt"><FONT style="font-size: 11.5pt">You agree that you will not, for a period of one (1)&nbsp;year following your Separation Date,
for any reason whatsoever, directly or indirectly, for yourself or on behalf of or in conjunction
with any other individual, corporation, limited liability company, partnership, firm, or other
business of whatever nature, engage as an officer, director, shareholder, owner, principal,
partner, lender, joint venture, employee, independent contractor, consultant, advisor or sales
representative, in the business of selling, renting, brokering, leasing, storing, repairing,
restoring or servicing recreational boats or other boating products or providing services relating
to recreational boats or other boating products or any other business in which Employer or any of
its subsidiary corporations or affiliates are engaged.
</FONT>

<P align="left" style="font-size: 11.5pt"><FONT style="font-size: 12pt">Yo</FONT><FONT style="font-size: 11.5pt">u agree that the Employer may disclose this Agreement as necessary to comply with
disclosure rules of the Securities and Exchange Commission.
</FONT><BR>
<FONT style="font-size: 12pt">You agree that you have had a full and fair opportunity to review, consider and understand
this Agreement and that you are signing it freely and voluntarily and not as a result of any
coercion, duress or undue influence.&nbsp; You also understand that you have at least twenty-one (21)
days to consider this letter agreement prior to signing it. You agree that Employer is hereby
advising you in writing that you have the opportunity to consult with an attorney at your own
expense prior to signing this Agreement and that Employer is recommending that you do so.&nbsp; You also
understand that you must sign this Agreement and deliver it to Employer no later than 5:00 pm
eastern time on December&nbsp;10, 2013, or the offer of severance benefits in this Agreement is
withdrawn.
</FONT>

<P align="left" style="font-size: 12pt">You understand that, pursuant to the OWBPA, (i)&nbsp;this Agreement is revocable by you for seven (7)
days following you signing it and (ii)&nbsp;this Agreement is not effective or enforceable until that
seven-day period expires and you have not revoked it. If you decide to revoke it, you shall not be
entitled to the severance benefits provided by this Agreement.&nbsp; If you wish to revoke, you must
provide Employer with timely written notice of revocation of this Agreement by sending it to
Employer&#146;s General Counsel at 18167 US 19 North, Suite&nbsp;300, Clearwater, FL 33764, so that it is
received by the close of business on the seventh day after you have signed the Agreement.


<P align="left" style="font-size: 12pt">You agree that no statements or representations other than those contained in writing in this
Agreement have been made to you to induce you to sign the Agreement, that the Agreement supersedes
any other agreement or representation as to the terms of your separation whether in writing or oral
(but that the Confidentiality and Non-solicitation Agreement survives your signing of this
Agreement), and that the Agreement may not be changed except upon the express, prior written
consent of both you and the Employer.


<P align="left" style="font-size: 12pt">This Agreement and the monies and benefits provided hereunder are intended to qualify for an
exemption from Section&nbsp;409A of the Code, where applicable, provided, however, that if this
Agreement and the monies and benefits provided hereunder are not so exempt, they are intended to
comply with Code Section&nbsp;409A to the extent applicable thereto. Notwithstanding any provision of
this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with
this intent, provided that Employer shall not be required to assume any increased economic burden
in connection therewith. Although Employer intends to administer this Agreement so that it will
comply with the requirements of Code Section&nbsp;409A, Employer does not represent or warrant that this
Agreement will comply with Code Section&nbsp;409A or any other provision of federal, state, or local
law. Neither Employer nor its directors, officers, employees or advisers shall be liable to you (or
any other individual claiming a benefit through you) for any tax, interest, or penalties you may
owe as a result of monies or benefits paid under this Agreement, and Employer shall have no
obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to
Code Section&nbsp;409A.


<P align="left" style="font-size: 12pt">Employer&#146;s execution and performance of its obligations under this Agreement are specifically
conditioned on (a)&nbsp;you signing, delivering to Employer and not revoking both this Agreement and the
attached &#147;Release and Covenant Not To Sue&#148; within the required time periods described above; (b)
you keeping confidential (other than as expressly provided in this Agreement) the existence and
terms of this Agreement from the time you first learn of its terms until you sign this Agreement;
(c)&nbsp;your satisfactory performance of your duties until the Separation Date and (d)&nbsp;your compliance
with the terms of this Agreement.


<P align="left" style="font-size: 12pt">You agree that this Agreement and the attached &#147;Release and Covenant Not To Sue&#148; shall be governed
by and interpreted in accord with the laws of the State of Florida and that any claims arising out
of this Agreement must be brought in a court having jurisdiction in Pinellas County, Florida.


<P align="left" style="font-size: 12pt">You agree that, in the event that any one or more provisions of this Agreement or the &#147;Release and
Covenant Not To Sue&#148; shall be deemed illegal or unenforceable for any reason, such provision shall
be modified or deleted in such manner as to make this Agreement and/or the Release, as modified,
legal and enforceable to the fullest extent permitted under applicable law.


<P align="left" style="font-size: 12pt">Please indicate your agreement with all of the terms and conditions of this Agreement by signing
both the original and copy of this Agreement and then returning the original to me.


<P align="left" style="font-size: 12pt">I wish you well in your future endeavors.


<P align="left" style="font-size: 12pt">Sincerely,


<P align="left" style="font-size: 12pt">/s/ Michael H. McLamb<BR>
Michael H. McLamb<BR>
Chief Financial Officer<BR>


<P align="left" style="font-size: 12pt">I acknowledge that I have read and understand the above Agreement, that I freely and voluntarily
enter into it, and that I accept and agree to all terms and conditions.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="69%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="26%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">/s/ Kurt M. Frahn</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">November 19, 2013</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kurt Frahn
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt">Exhibit&nbsp;A



<P align="center" style="font-size: 12pt"><U>RELEASE AND COVENANT NOT TO SUE</U>



<P align="left" style="font-size: 12pt">I, Kurt Frahn, in consideration of the payments and benefits provided to me by MarineMax and
MarineMax Services, Inc. (the &#147;Employer&#148;), pursuant to a letter agreement between Employer and me
regarding Separation of Employment, dated November&nbsp;19, 2013 and executed by me on <U>November
19</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2013 (the &#147;Agreement&#148;), freely and voluntarily sign this document (&#147;Release&#148;) and hereby
agree as follows:


<P align="left" style="font-size: 12pt">I agree to release and discharge Employer, its shareholders, any related companies, affiliates,
successors and assigns, and their respective directors, officers, employees, agents, insurers,
benefit plans (including any pension, profit-sharing, savings, health, trusts or other employee
benefit plans of any nature) as well as the plans&#146; respective trustees and administrators
(&#147;Releasees&#148;) from any and all causes of action, suits, claims, obligations, promises,
administrative actions, complaints and demands whatsoever, whether known or unknown, in law or in
equity, that I or any other person on my behalf ever had, has, or may have as of the date I sign
this Release (&#147;Released Claims&#148;). The Released Claims include but are not limited to any rights or
claims I have (i)&nbsp;under Title VII of the Civil Rights Act of 1964, the American with Disabilities
Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act (&#147;OWBPA&#148;) and any other federal, state or local laws, ordinances or regulations
pertaining to employment (including laws relating to discrimination, harassment or
retaliation/whistleblowing), employee benefits or compensation and (ii)&nbsp;under any common law or
principle, including claims for wrongful discharge, breach of contract or implied contract or for
unfair/bad faith dealings. However, Released Claims do not include (i)&nbsp;any claims arising from
events occurring after I sign this Agreement, (ii)&nbsp;any claims which by law may not be released by
me; (iii)&nbsp;any claims for vested benefits under any Employer benefit plan; and (iv)&nbsp;any claims
related to Employer&#146;s performance of the Agreement.


<P align="left" style="font-size: 12pt">I understand and acknowledge that various federal, state and local laws provide me with the right
to bring actions against Employer if, among other things, I believe I have been discriminated
against or harassed on the basis of race, ancestry, color, age, religion, sex, national origin,
disability, sexual orientation, veteran&#146;s status or benefit eligibility or if I have been subjected
to retaliation for complaining of discrimination/harassment. With full understanding of the rights
afforded under those laws, I state that I have not filed any such claims against Employer and that
I will not file in the future file any action against Releasees based upon any alleged violation of
those laws or based on any other theory of law. Further, I waive any rights for relief available
under those laws, including but not limited to back pay, front pay, attorneys&#146; fees, damages,
interest, waiting time penalties, reinstatement, or injunctive relief. This Agreement will not
preclude me from filing a lawsuit to enforce this Agreement or to file a charge of discrimination
with a federal, state or local civil rights agency (but I agree to waive any right to any monetary
recovery if such an agency successfully pursues any claim on my behalf). If, contrary to this
Agreement, I initiate any type of legal action, except as provided herein, I agree that this
Agreement shall serve as a complete bar to any such action, and I agree to pay any and all costs
involved, including attorneys&#146; fees, for both myself and Employer at all levels of proceedings.


<P align="left" style="font-size: 12pt">By signing below, I acknowledge that the Agreement provides me with severance benefits in addition
to those to which you would otherwise be entitled.


<P align="left" style="font-size: 12pt">I agree that I have had a full and fair opportunity to review, consider and understand this Release
and that I am signing it freely and voluntarily and not as a result of any coercion, duress or
undue influence.&nbsp; I also understand that I had at least twenty-one (21)&nbsp;days to consider this
letter agreement prior to signing it. I agree that Employer is hereby advising me in writing that
I have the opportunity to consult with an attorney at my own expense prior to signing this Release
and that Employer is recommending that I do so.&nbsp; I also understand that I must sign this Release
and deliver it to Employer no sooner than the close of business on the Separation Date (as defined
in the Agreement) and no later than seven days thereafter.


<P align="left" style="font-size: 12pt">I understand that, pursuant to the OWBPA, (i)&nbsp;this Release be revocable by me for seven (7)&nbsp;days
following me signing it and (ii)&nbsp;this Release is not effective or enforceable until that seven-day
period expires and I have not revoked it. If I decide to revoke it, I realize that I shall not be
entitled to the severance benefits provided by the Agreement.&nbsp; If I wish to revoke, I agree that I
must provide Employer with timely written notice of revocation by sending it to Employer&#146;s General
Counsel at 18167 US 19 North, Suite&nbsp;300, Clearwater, Florida 33764 so that it is received by the
close of business on the seventh day after I have signed the Release.


<P align="left" style="font-size: 12pt">I agree that no statements or representations other than those contained in writing in the
Agreement or this Release have been made to me to induce me to enter into the Release, that the
Agreement and this Release supersede any other agreement or representation as to the terms of my
separation whether in writing or oral (but that the Confidentiality and Non-solicitation Agreement
survives my signing of this Agreement), and that the Agreement and this Release may not be changed
except upon the express, prior written consent of both me and the Employer.


<P align="left" style="font-size: 12pt">In the event that any one or more provisions of this Release and Covenant Not to Sue shall be
deemed illegal or unenforceable for any reason, such provision shall be modified or deleted in such
manner as to make this Release and Covenant Not to Sue, as modified, legal and enforceable to the
fullest extent permitted under applicable law.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">/s/ Kurt M. Frahn</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">November 19, 2013</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kurt Frahn
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Signed copy received by:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;19, 2013</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael H. McLamb
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">2




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